Edwin L. Miller 
Lifecycle of a Technology Company 
Step-by-Step Legal Background and Practical Guide from Startup to Sale

Praise for Lifecycle of a Technology Company

‚Lifecycle of a Technology Company is a comprehensive business and
legal handbook for all but the most experienced technology
entrepreneurs. I shared my copy with a few colleagues at MIT who
have either started or are contemplating launching their own
companies, and I had a real problem retrieving it. The data
supports my opinion that this book will attain ‚handbook‘ status on
the desks of technology entrepreneurs.‘

-Dr. George B. Kenney, Associate Director Materials Processing
& Microphotonics Centers at MIT

‚This book will help entrepreneurs avoid the pitfalls on the long
road to success for venture-backed technology companies. It
distills a lifetime of experience in advising technology companies
in a concise and understandable way.‘

-Howard Berke, Serial Entrepreneur and Venture Capitalist

‚Lifecycle of a Technology Company provides a valuable resource for
lawyers at a variety of experience levels. The junior lawyer will
use this resource for the basics. More experienced lawyers with a
broad practice will use this for a ’sanity check‘ relative to
market terms and business rationale. In the trenches, it will
assist lawyers by providing practical, plain speaking explanations
for why things operate as they do in the finance, intellectual
property, and merger & acquisition segments of the technology
world. If you expect to represent technology clients, keep this
book nearby.‘

-James O’Hare, Partner Kirkpatrick & Lockhart Preston Gates
Ellis, Boston

Inhaltsverzeichnis

Preface ix

Acknowledgments xi

About the Web Site xiii

CHAPTER 1 Start-Up Phase 1

Founders‘ Contractual Arrangements and Mechanics of the Incorporation Process 1

Choice of Entity 31

Stock Option Plans and Other Equity Compensation Arrangements 37

Employment Agreements 49

Appendices 55

CHAPTER 2 Financing the Venture 57

Venture Capital Financings 57

Basics of Debt Financing 90

Brief Introduction to the Structure and Operation of Venture Capital and Buyout Funds 98

Appendices 103

CHAPTER 3 Intellectual Property Protection 105

Basics of Intellectual Property Protection 105

License Agreements 121

Technology Licensing: Advanced Topics 140

Appendices 179

CHAPTER 4 Private Placements, Initial Public Offerings, and Public Company Regulation 181

Basics of Securities Regulation for Private

Companies 181

Initial Public Offerings 195

Public Company Regulation 206

Appendices 247

CHAPTER 5 Acquisitions 249

Mergers and Acquisitions: Structuring

Considerations 249

Overview of an Acquisition Agreement 260

Advanced Topics 270

Appendices 292

Index 293

Über den Autor

EDWIN L. MILLER JR. is a partner with the law firm of Sullivan & Worcester LLP. He has practiced corporate and securities law for over thirty-five years. He has extensive experience in both the public and private markets representing emerging and established technology companies in their financing, technology transfer, and acquisition activities. He has been featured in The Best Lawyers in America and is the author of Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide, also published by Wiley.